Common use of Indemnification By 3DP Clause in Contracts

Indemnification By 3DP. 3DP shall indemnify, defend and hold DPC and its agents, employees and directors (the "DPC Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to 3DP's performance of its obligations under this Agreement, except to the extent that such claims or suits result from the breach of any of the provisions of this Agreement, negligence or willful misconduct of the DPC Indemnitees. Upon the assertion of any such claim or suit, the DPC Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP Indemnitees to represent the DPC Indemnitees with respect to any claim or suit for which indemnification is sought. The DPC Indemnitees shall not settle any such claim or suit without the prior written consent of 3DP, unless they shall have first waived their rights to indemnification hereunder.

Indemnification By 3DP. 3DP shall indemnify, defend and hold DPC Centocor and its agents, employees and directors (the "DPC Centocor Indemnitees") harmless from and against any and all liabilityLosses resulting directly from the manufacture, damageuse, losshandling, cost storage, sale or expense (including reasonable attorneys' fees) arising out other disposition of Third Party claims chemical agents, Direct Thrombin Inhibitors or lawsuits related to 3DP's performance of Licensed Products by 3DP and its obligations under this AgreementSublicensees, distributors and agents, except to the extent that such claims or suits Losses result from the breach of any of the provisions of this Agreement, gross negligence or willful misconduct of the DPC Centocor Indemnitees. Upon the assertion of any such claim or suit, the DPC Centocor Indemnitees shall promptly notify 3DP thereof and shall permit 3DP to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) and shall appoint counsel reasonably acceptable to cooperate as required (at the 3DP Indemnitees to represent expense of 3DP) in the DPC Indemnitees with respect to any claim or suit for which indemnification is soughtdefense of the claim. The DPC Centocor Indemnitees shall not settle any such claim or suit without the prior written consent of 3DP, unless they shall have first waived their rights to indemnification hereunder.